Tax Matters Agreement Sample Contracts

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Tax Matters Agreement • September 6th, 2005 • Fidelity National Title Group, Inc. • Title insurance • Delaware
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS TAX MATTERS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED....
Tax Matters Agreement • April 2nd, 2024 • GE Vernova Inc. • Electronic & other electrical equipment (no computer equip) • Delaware

This TAX MATTERS AGREEMENT (including the schedules hereto, this “Agreement”), is entered into as of April 1, 2024 between General Electric Company, a New York corporation (“Parent”), and GE Vernova Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).

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TAX MATTERS AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020
Tax Matters Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This TAX MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Otis” and, together with Carrier, the “SpinCos” and each, a “SpinCo”) (collectively, the “Companies” and each a “Company”).

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EX-10.2 4 d250708dex102.htm EX-10.2 TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020 • Delaware

This Tax Matters Agreement (the “Agreement”), dated as of [●], 2017, is by and among TEGNA Inc., a Delaware corporation (“Parent”), and Cars.com Inc., a Delaware corporation (“SpinCo”), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the “SpinCo Entities”).

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Contract
Tax Matters Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York

TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and HII and SpinCo, collectively, the “Parties”).

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AMENDED & RESTATED TAX MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC., dated as of June 1, 2019
Tax Matters Agreement • June 3rd, 2019 • Corteva, Inc. • Agricultural production-crops • Delaware

This AMENDED & RESTATED TAX MATTERS AGREEMENT (the “Agreement”), dated as of June 1, 2019, is entered into by and among DOWDUPONT INC., a Delaware corporation, DOW INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont, and CORTEVA, INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont.

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TAX MATTERS AGREEMENT DATED AS OF MAY 30, 2023 BY AND BETWEEN MDU RESOURCES GROUP, INC. AND
Tax Matters Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Knife River Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and Rouse Properties, Inc. Dated as of January 12, 2012
Tax Matters Agreement • January 19th, 2012 • Rouse Properties, Inc. • Real estate

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 12, 2012, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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AMENDED AND RESTATED TAX MATTERS AGREEMENT
Tax Matters Agreement • May 9th, 2013 • WHITEWAVE FOODS Co • Dairy products • Delaware

THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”) dated as of May 1, 2013 is made and entered into by Dean Foods Company, a Delaware corporation (“Dean Foods”), on behalf of itself and the Dean Foods Affiliates (as defined below), and The WhiteWave Foods Company, a Delaware corporation (“WhiteWave”), on behalf of itself and the WhiteWave Affiliates (as defined below).

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EX-99.5 6 d30700dex995.htm EX-99.5 EXECUTION VERSION TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020 • New York

THIS TAX MATTERS AGREEMENT (this “Agreement”) dated November 11, 2015 between Altria Group, Inc., a Virginia corporation (“Altria”), and Anheuser-Busch InBev SA/NV, a public company organized under the laws of Belgium (“ABI”), recites and provides:

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RECITALS
Tax Matters Agreement • December 26th, 2006 • News Corp • Newspapers: publishing or publishing & printing • Delaware
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TAX MATTERS AGREEMENT
Tax Matters Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022
Tax Matters Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware

This TAX MATTERS AGREEMENT, dated as of October 31, 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“XPO”) and RXO, Inc., a Delaware corporation and a wholly owned subsidiary of XPO (“SpinCo”) (collectively, the “Companies” and each a “Company”).

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EX-2.2 3 d184846dex22.htm EX-2.2 EXECUTION VERSION TAX MATTERS AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016 DEFINITIONS PAYMENTS AND TAX REFUNDS PREPARATION AND FILING OF TAX...
Tax Matters Agreement • May 5th, 2020

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2016, between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation, and Versum Materials, Inc. (“Versum” and, together with Air Products, the “Parties”), a Delaware corporation and a wholly owned subsidiary of Air Products. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).

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TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF September 30, 2019
Tax Matters Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), and Cerence Inc., a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each, a “Company”).

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EX-10.2 4 a2228827zex-10_2.htm EX-10.2 TAX MATTERS AGREEMENT DATED AS OF [·] BY AND BETWEEN JOHNSON CONTROLS PLC AND ADIENT PLC Page TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020 • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·], by and between Johnson Controls plc, an Irish public limited company (“Johnson Controls”), and Adient plc, a company organized under the laws of England and Wales (“Adient”) (collectively, the “Companies” and each, a “Company”).

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EX-10.4 9 d434409dex104.htm EX-10.4 Execution Version TAX MATTERS AGREEMENT by and among Cogint, Inc. and Red Violet, Inc. Dated as of September 6, 2017 TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020 • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 6, 2017, is by and among Cogint, Inc., a Delaware corporation (“Cogint”), and Red Violet, Inc., a Delaware corporation (“SpinCo”). Each of Cogint and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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TAX MATTERS AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P. and NEWMARK PARTNERS, L.P. Dated as of December 13, 2017
Tax Matters Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of December 13, 2017, by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark” and collectively with BGC Partners, the “Companies” and each a “Company”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”).

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TAX MATTERS AGREEMENT by and among Nabors Industries Ltd. and Nabors Red Lion Limited Dated as of March 24, 2015
Tax Matters Agreement • March 30th, 2015 • Nabors Industries LTD • Drilling oil & gas wells

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of March 24, 2015, is by and among Nabors Industries Ltd., a Bermuda exempted company (“Navy”), and Nabors Red Lion Limited, a Bermuda exempted company (“Red Lion”). Each of Navy and Red Lion is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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EX-10.2 6 d146912dex102.htm EX-10.2 EXECUTION VERSION TAX MATTERS AGREEMENT DATED AS OF JANUARY 27, 2017 BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION Page TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020 • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of January 27, 2017, by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each a “Company”).

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TAX MATTERS AGREEMENT between McKesson Corporation, on behalf of itself and the members of the Parent Group, and PF2 SpinCo Inc., on behalf of itself and the members of the SpinCo Group, and Change Healthcare Inc., on behalf of itself and the members...
Tax Matters Agreement • March 13th, 2020 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of March 9, 2020 between McKesson Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, PF2 SpinCo Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Change Healthcare Inc. (“Acquiror”), a Delaware corporation, on behalf of itself and the members of the Acquiror Group, Change Healthcare LLC (f/k/a PF2 NewCo LLC) (“JV”), a Delaware limited liability company, on behalf of itself and the members of the Acquiror Group (solely for purposes of Section 2, Section 4(c), Section 5(g), Section 12, Section 15(d) and Section 19), and Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC) (“OpCo”), a Delaware limited liability company.

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TAX MATTERS AGREEMENT between VF Corporation, on behalf of itself and the members of the VF Group, and Kontoor Brands, Inc., on behalf of itself and the members of the Kontoor Brands Group Dated as of May 22, 2019
Tax Matters Agreement • May 23rd, 2019 • V F Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of May 22, 2019 between VF Corporation (“VF”), a Pennsylvania corporation, on behalf of itself and the members of the VF Group and Kontoor Brands, Inc. (“Kontoor Brands”), a North Carolina corporation, on behalf of itself and the members of the Kontoor Brands Group.

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TAX MATTERS AGREEMENT by and between TECHNIPFMC PLC and TECHNIP ENERGIES N.V. Dated as of February 16, 2021
Tax Matters Agreement • March 25th, 2022 • Technip Energies N.V. • Services-engineering services • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of February 16, 2021, by and between TechnipFMC plc, a public limited company formed under the laws of England and Wales (“TFMC”) and Technip Energies N.V., a public limited liability company formed under the laws of the Netherlands and a wholly owned subsidiary of TFMC (“TEN”). TFMC and TEN are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

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EX-10.1 2 d464939dex101.htm EX-10.1 TAX MATTERS AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRICAL PLC DATED AS OF [•], 2018 TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020

THIS TAX MATTERS AGREEMENT (the “Agreement”) is entered into on [•], 2018 (the “Signing Date”), by and between Pentair plc, an Irish public limited company (“ParentCo”), and nVent Electrical plc, an Irish public limited company (“SpinCo”) (ParentCo and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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EX-10.3 10 d529556dex103.htm TAX MATTERS AGREEMENT EXECUTION VERSION TAX MATTERS AGREEMENT DATED AS OF APRIL 29, 2013 BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC. EXECUTION VERSION TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 29, 2013, by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and a wholly owned subsidiary of Valero (“Corner Store”) (Valero and Corner Store are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

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TAX MATTERS AGREEMENT
Tax Matters Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 among General Electric Company (the “Company”), a New York corporation, on behalf of itself and the members of the Company Group, Transportation Systems Holdings Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Westinghouse Air Brake Technologies Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Wabtec US Rail, Inc. (“Direct Sale Purchaser”), a Delaware corporation.

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TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023
Tax Matters Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

TAX MATTERS AGREEMENT dated as of May 3, 2023 (this “Agreement”) by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue” and together with J&J, the “Parties”).

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TAX MATTERS AGREEMENT
Tax Matters Agreement • February 1st, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 31, 2013, is by and between SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), and Era Group Inc., a Delaware corporation (“Spinco”). Each of SEACOR and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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EX-10.3 2 d381653dex103.htm FORM OF TAX MATTERS AGREEMENT FORM OF TAX MATTERS AGREEMENT
Tax Matters Agreement • May 5th, 2020

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], by and among Pfizer Inc., a Delaware corporation (“Pfizer”), and Zoetis Inc. a Delaware corporation and a wholly owned subsidiary of Pfizer (“Zoetis”) (Pfizer and Zoetis are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

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EX-2.2 3 d250472dex22.htm TAX MATTERS AGREEMENT TAX MATTERS AGREEMENT by and among COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC.,...
Tax Matters Agreement • May 5th, 2020 • Maryland
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TAX MATTERS AGREEMENT by and between DANAHER CORPORATION and VERALTO CORPORATION Dated as of September 29, 2023
Tax Matters Agreement • October 2nd, 2023 • Veralto Corp • Instruments for meas & testing of electricity & elec signals

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023, between Danaher Corporation, a Delaware corporation (“Danaher”) and Veralto Corporation, a Delaware corporation (“Veralto” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).

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TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of September 29, 2023
Tax Matters Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023 by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC,” and together with Kellanova, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).

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TAX MATTERS AGREEMENT BY AND BETWEEN LABORATORY CORPORATION OF AMERICA HOLDINGS AND FORTREA HOLDINGS INC. Dated as of June 29, 2023
Tax Matters Agreement • July 3rd, 2023 • Fortrea Holdings Inc. • Services-medical laboratories • Delaware

This Tax Matters Agreement (this “Agreement”), is entered into as of June 29, 2023 by and between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation (“Fortrea,” and together with Labcorp, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).

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TAX MATTERS AGREEMENT
Tax Matters Agreement • August 10th, 2018 • Linn Energy, Inc. • Crude petroleum & natural gas • Texas

This Tax Matters Agreement (the “Agreement”) is entered into as of August 7, 2018 by and among Linn Energy, Inc., a Delaware corporation (“Linn”), Riviera Resources, Inc., a Delaware corporation formed as a result of the reorganization of the predecessor Linn Energy, Inc. in July 2018 (“SpinCo”), and the SpinCo Subsidiaries (as defined below, and collectively with SpinCo, the “SpinCo Parties,” and the SpinCo Parties collectively with Linn, the “Parties”).

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EX-2.3 4 a2236900zex-2_3.htm EX-2.3 TAX MATTERS AGREEMENT by and between EQT CORPORATION and EQUITRANS MIDSTREAM CORPORATION Dated as of [·], 2018 Page
Tax Matters Agreement • May 5th, 2020 • Delaware
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